Navigation path

Winding up - Lithuania

Updated 11/2010

Legal requirements

The following are the main legal acts regulating the liquidation of legal entities:

  • Civil Code
  • Rules of the Register of Legal Entities lietuvių
  • The rules for the proposal to the Manager of the Register of Legal Entities to initiate the liquidation of the legal entity and the submission of notification of the settlement of the legal entity, a branch or representative office of foreign legal entity with budgets and monetary funds lietuvių

Winding up legal entities

In accordance with the Civil Code, legal entities cease to exist by way of liquidation or reorganisation.

Reorganisation of legal entities is regulated by Articles 2.96-2.103 of the Civil Code.

Liquidation of legal entities is regulated by Articles 2.106-2.113 of the Civil Code.

Article 2.70 of the Civil Code regulates the liquidation of a legal entities at the initiative of the Manager of the Register of Legal Entities.

A legal entity ceases to exist from its removal from the Register of Legal Entity.

Winding-up of a legal entity through a court procedure is also possible.

When filing for bankruptcy is the only option left for a business owner, it pays to cut losses, initiate proceedings sooner rather than later, and move on to a new business project.

Administrative procedures

Removal from the Register

The 'Under liquidation' status of a legal entity has to be registered.

After receiving the documents, the Manager of the Register registers the legal status 'Under liquidation' of the legal entity or foreign legal entity or other organisation with a branch or representative office in Lithuania, and the data of the liquidator within 3 business days.

A liquidated legal entity is removed from the Register of Legal Entities.

  • Documents to be submitted when removing a liquidated legal entity from the Register pdf [60 KB] lietuvių

The Manager of the Register removes a legal entity from the Register within 3 days of when the documents and a notification about the legal entity have been received, and no information has been received form the territorial state tax inspectorate that data in the notification previously received has changed. If the latter is the case, a legal entity can only be removed from the Register after receiving a new notification.

You will find more information on the website of the State Enterprise Centre of Registers.

Removal of registration in the social security system

All insurers must register in territorial state tax inspectorates in accordance with the procedure provided in the Law on Tax Administration.

The State Tax Inspectorate and territorial state tax inspectorates provide the State Social Insurance Fund Board and its territorial branches with information about insurers that have been registered in or removed from the register. The procedure for the provision of information is set by the State Tax Inspectorate in consultation with the Fund Board.

  • Articles 17 and 18 of the Regulations for the Budget of the State Social Insurance Fund lietuvių

Removal of registration as a taxpayer

A foreign entity is removed from the Register of Taxpayers after all the tax liabilities are discharged in Lithuania.

Entities of foreign states may request to be removed from the Register of VAT Payers of Lithuania when:

they cease to engage in economic activities in Lithuania,

they start to be engaged only in such activities that do not require them to be registered as VAT payers,

after compulsory registration as VAT payers due to distance sales the value of all goods transported to Lithuania during the previous calendar year did not exceed 125,000 LTL limit and it is unlikely to exceed during the current calendar year,

after compulsory registration as VAT payers due to acquisitions of goods from another EU Member State/acquisitions of services from foreign entities, the value of acquired goods during the previous calendar year did not exceed 35,000 LTL limit and it is unlikely to exceed during the current calendar year/the entity did not acquire any services from foreign taxable entities during the previous and/or current calendar year,

more than 24 months have passed (except instances when a person assumes the status of a person under liquidation) since the day of voluntary registration as a VAT payer due to acquisitions of goods from another EU Member State and/or due to engagement in remote commerce, and the person has not acquired the mandatory status of a VAT payer.

Resources

Information about legal entities is provided on the website of the Centre of Registers:

The website of the State Tax Inspectorate contains information on legal entity liquidation procedures:

  • State Tax Inspectorate lietuvių

Check also the legislation on this topic in:

  • References

    Legal texts

    • Law of the Republic of Lithuania on the Approval, Coming into Effect and Implementation of the Civil Code, 18 July 2000, No. VIII-1864 (Official Gazette, 2000, No. 74)
    • Resolution No. 1407 of 12 November 2003 of the Government of the Republic of Lithuania on the Establishment of the Register of Legal Entities and the Approval of the Rules of the Register of Legal Entities (Official Gazette, 2003, No. 107-4810) lietuvių
    • Order No. VA-124/1B-671/V-257 of 30 June 2004 of the Head of the State Tax Inspectorate under the Ministry of Finance of the Republic of Lithuania, of the Director General of the Customs Department under the Ministry of Finance of the Republic of Lithuania and of the Director of the State Social Insurance Fund Board under the Ministry of Social Security and Labour on the Approval of the Regulations for the Preparation and Submission of the Notification to the Manager of the Register of Legal Entities on the Settlement of the Legal Entity, a Branch or Representative Office of Foreign Legal Entity under Liquidation with Budgets and Monetary Funds (Official Gazette, 2004, No. 104-3867; 2009, No. 14-575) lietuvių
    • Other legal acts that are applied by a liquidator in the procedures of the liquidation of the legal entity lietuvių

    Key documents

    • Request and notification forms for submission to the Manager of the Register of Legal Entities lietuvių

Living and moving in Europe

Still need help?

Still need help?

Enterprise Europe Network - Contact points

The Enterprise Europe Network provides businesses with information and advice through its local contact points. 

Choose your nearest contact point for personalized help and advice:

Further help

Centre of Registers Consulting Service provides information over the telephone to natural persons and legal entities about services provided by the State Enterprise Centre of Registers and about the procedures for the provision of these services, and implements the one-stop shop principle in order to answer clients' questions as comprehensively as possible.

  • Centre of Registers Consulting Service lietuvių

Department of the Register of Legal Entities of the State Enterprise Centre of Registers provides information regarding legal questions and questions about registration of legal entities.

Division of Consulting and Supervision        

Tel.: (8 5) 268 8385; (8 5) 268 8384

Legal Division        

Tel.: (8 5) 268 8386; (8 5) 268 8340